1. Agreement. This is a legal agreement (the "Agreement") by and between you (either an individual or a single entity) and Parus Interactive, a division of Parus Holdings, Inc. ("Parus Interactive") and is entered into upon the terms and conditions set forth herein ("Terms") concerning the Parus Interactive Communications Services ("Services") provided by Parus Interactive and any affiliate of Parus Interactive and the service plan described in our standard marketing materials establishing the applicable rates and features of the Service as they may be changed by Parus Interactivefrom time to time (the "Service Plan"). This Agreement also pertains to the use of any Parus Interactive software, website, Services and technology provided by Parus Interactive, including all software programs, related documentation, if any, and updates that may be provided by Parus Interactive from time to time. We use the words "we," "us" or "Parus Interactive " to refer to Parus Interactive and its affiliates in these Terms. When you activate Services or attempt to use any of the Services you accept this Agreement. If you do not agree to the terms of this Agreement, Parus Interactive is unwilling to license or provide the Service to you. In such event, you may not use any of the Services and you must destroy any printed or electronic materials provided to you by Parus Interactive or copied from the Parus Interactive website ("Website"). Use of the Website is governed by this Agreement and the Legal Disclaimer posted on the Website.
2. Provision of Service. The Service, Materials and use of the Website is protected by various intellectual property laws and treaties. The Service, Materials and use of the Website are licensed and not sold. We may decide not to provide Services to you for any lawful reason. We may request that you provide us with any information we reasonably require to determine whether you qualify for Services. Services in some areas are managed and provided under contract with Parus Interactive by independent affiliates with access to our network. Some Services may not be available or may operate differently in certain affiliate markets.
3. Credit Verification. You must have and keep satisfactory credit to receive and continue to receive Services. We will verify your credit before agreeing to provide Services to you and we may verify your credit at any time while we provide Services to you. Credit verification may include a review of credit reports that we receive from commercially available credit bureaus. We may require guaranty of payment by an individual or entity approved by us. If at any time we determine, in our sole discretion, that payment for Services may not be made when due, we may suspend Services to you without notice and require that you provide payment on account or a guarantee of payment before we resume Services to you.
4. Changes to Agreement. We may change this Agreement at any time. Any changes to the Terms are effective when we provide you a notice of such changes. If you use our Services or make any payment to us on or after the effective date of the changes, you accept the changes. If you do not accept the changes, you may terminate Services, subject to the terms of Termination set forth below. For purposes of this Agreement, "use" includes keeping the right to access our network by not terminating Services. You may not modify any of the terms of this Agreement.
5. Use of Services; Availability. You must be at least 18 years old to subscribe to our Services. We may require you to provide proof of your age and identity. Services may not be used for any unlawful, fraudulent or abusive purpose, and by requesting Services, you agree that you will not use Services in any unlawful, fraudulent or abusive manner. You agree to be responsible for and not to:
All Services are restricted to use by you only as the terms of your Service Plan allow; and you may not permit anyone else to use your Service.Certain Service Plans provide for unlimited inbound calls; if we regard the level of inbound call usage on any assigned toll free access phone number to be abusive under such Service Plans, we may require a change in access phone numbers assigned to your Number as described below. You may not resell or license Services to anyone. Services are available within the operating range of our network. Coverage and quality of Services may be affected by conditions beyond our reasonable control. We do not guarantee that there will be no loss of data, interruptions or delays in the provision or use of Services. We use commercially reasonable efforts to protect your account on the secure portion of our Website. We periodically reevaluate our security system and take whatever measures we believe are reasonably necessary to ensure the privacy of our subscriber’s personal information. That's why you should maintain a unique password and security code. You yourself must provide your security code each time you visit your Website. You alone are solely responsible for taking all necessary and appropriate measures to protect the confidentiality of your password and security code, including changing them periodically and using passwords and security codes that are randomized combinations of letters and numbers rather that common words or simplistic combinations of letters and/or numbers.
6. Number. We will assign at least one access phone number to you ("Number") for use on and with our network in the use of Services. Your Number may include a toll free access phone number, a local access phone number, or both. We may change any access phone number assigned to you as a Number by giving you prior notice. If we change a Number, we may change an assigned access phone number from a toll free to a local phone number or vice-a-versa, or we may issue new local and/or toll free access phone number(s) as your Number and require you to use an assigned local access phone number when you can make local, toll free calls. Failure to use a local access phone number assigned to your Number when and as required will result in the addition of surcharges to the Per Minute Charges described below. You do not own any access phone numbers assigned as your Number.
7. Number Activation Fee. You may be required to pay a non-refundable phone number activation fee when you activate a new Number or ask us to change a Number. Details on any applicable phone number activation fee are set out in your Service Plan or can be obtained by contacting us.
8. Charges. You must pay, by each invoice due date, all charges for Services provided to the Number that our records indicate no matter who actually uses the Number at the time such Services are provided. These charges include, but are not limited to, recurring monthly service charges ("Monthly Service Charges"), applicable local and long-distance toll charges, optional features you select at an extra cost, and taxes and other regulatory related charges. Local, long distance and international call charges are calculated by multiplying the length of each call (in seconds) and the applicable per minute fee charged ("Per Minute Charges") for the destination you are calling during that particular call. Charges for Services will be rounded to the nearest six seconds with one cent being the lowest possible charge. All charges will be denominated in U.S. currency. You will be invoiced for completed calls made to or from the Number (or through other phone numbers that, at your instruction, are associated with the Number, such as ‘Follow-Me Numbers’) from the time such calls access our system (by dialing the Number) until all access to our system and use of Services made with respect to such call is discontinued. Parus Interactive reserves the right to change Per Minute Charges at any time. You will be charged the applicable Per Minute Charge for the destination you are calling that is in effect at the time you place the call. For a current list of Per Minute Charges and optional charges, see our Website or contact us.If your access Number is called from a pay phone in theUnited States or Canada, you will be charged our standard pay phone surcharge per call.
9. Invoicing. . Invoicing cycles are approximately 30 days in length. Invoicing cycles and dates may change from time to time. Charges for Services are invoiced at the end of the billing cycle (subject to Account Spending Limits that may be imposed as described below). Monthly Service Charges are billed one billing cycle in advance and Per Minute Charges are billed at the end of each billing cycle in arrears. You may be charged for Services incurred during a prior billing cycle if you were not charged for those Services previously. Invoices, at our sole option, may be sent to you in electronic format via email, as an email attachment or by regular mail or may be made available to you via your password and security code access to the Website.
10. Payment. If you have authorized payment for Services by credit card or by debiting a bank account, no additional notice or consent is required before we invoice the credit card or debit the bank account for all amounts (including any late charges, taxes or other regulatory related charges) due to us or billed by us on behalf of a third party. You must promptly notify us of any change in your invoicing address or of the credit card or bank account used for payment. We reserve the right to require payment by money order, cashier’s check or other secured form of payment. If we take action to obtain payment beyond the invoicing of you for charges for Services, you must pay our costs and expenses of collection, including attorneys’ fees, costs and expenses, the fees of any collection agency and court costs. If we act as an invoicing agent for a third party service provider, payments received are first applied to amounts due and owing to us and any remaining amounts are applied to sums due and owing to the third party service provider. We may charge an additional fee for any check or other negotiable instrument endorsed by you and returned unpaid by a financial institution for any reason or for attempted credit or debit card payments that are declined. For a list of the current fees described in this section, see your Service Plan or contact us.
11. ACH Payments. If you have authorized payment for Services by Automated Clearing House ("ACH"), you authorize us to debit your savings or checking account on a recurring monthly basis for all applicable fees, which may include, but are not limited to, (i) Monthly Service Charges, (ii) Per Minute Charges, (iii) cancellation charges and (iv) other applicable charges and fees. We will continue to debit your account each month until you cancel your Service. In the event that a debit from your account is refused for any reason, we will charge your account a fee. If a debit from your account is refused or if you revoke this authorization, we will no longer provide the Service(s) to you, unless you provide an alternative method of payment. We reserve the right at any time to discontinue the availability of this ACH payment option. We will retain the routing number and account information provided by you for future ACH transactions. We will use commercially reasonable efforts to provide timely subscriber notification and confirmation of ACH transactions, as stipulated by National Automated Clearing House Association (NACHA) guidelines. If you select the ACH payment option, you represent and agree to the following: you are 18 years of age or older; you are the authorized account holder of the checking/savings account you provide to us; you understand and agree that your use of our Services are governed by the Terms and Conditions and that you have read and agreed to the Terms of your Service Plan.
12. Late Payment Charges. Payment is past due if we do not receive payment by the due date shown on your invoice. Any payment for Services not made when due accrues late charges until paid at the rate of 1.5% per month or the highest rate allowed by law. Late charges are prorated daily for each day that payment is past due, but are not compounded monthly. Acceptance of late or partial payments (even if marked "paid in full") does not waive our right to collect all amounts that you owe us.
13. Disputed Charges. You must raise any dispute that you have about any charges invoiced to you within 15 days of the date of the invoice or you have accepted the invoice and waived any disputes or defenses related thereto. You may notify us of any dispute by emailing or calling our Customer Care Center. Calls to our sales or general business offices are not notice of a dispute or other defense. You do not have to pay any properly disputed amounts while we investigate them; however, you must pay amounts not in dispute by the due date. If other disputed invoice procedures are described on the invoice that you receive from us, then you must follow them.
14. Trademark, Copyright and Other Intellectual Property. All service marks, logos, trade names, trade dress and trademarks of Parus Interactive(collectively, the "Marks") are and shall remain the exclusive property of Parus Interactive and nothing in this Agreement shall grant you the license to use the Marks. All intellectual property rights in the Website and any computer software or hardware or printed or electronically delivered materials you may receive from us (collectively, the "Materials"), including without limitation all audio, images and text incorporated into the Materials are owned exclusively by Parus Interactive(or licensed by Parus Holdings) and are protected by United States copyright laws and international copyright treaty provisions. Parus Interactive retains all worldwide rights in the Materials and its Marks, including without limitation ownership and proprietary rights. You may not reverse engineer, decompile or disassemble any computer software provided to you and you may not reproduce or distribute printed copies of the Website or any other user documentation provided to you in any format. The restrictions contained herein apply equally to any updates that may be periodically provided to you by Parus Interactive. Any violation of the terms set forth herein is expressly prohibited by law and may result in severe civil and criminal penalties.
15. Termination. You may terminate Services at any time by giving us notice either in writing addressed, U.S. postage prepaid, to Customer Service Department, 4802 East Ray Road, Suite 23 PMB Box (401), Phoenix, AZ 85044, by faxing the Customer Service Department at 877-248-9279, or by calling the Customer Service Department.All written notices of termination (whether by mail or fax) must contain in legible form your name, access Number and the date of the notice.No termination notices may be sent by email and any such attempted notices shall be null and void.We may terminate Services at any time, with or without notice (subject to this Agreement). We may deactivate any Number before you receive notice of termination (if we give any notice) without liability to you. Termination by either you or us may be with or without cause. We may terminate or suspend Services to you without liability (i) if you breach any provision of this Agreement or (ii) if you fail to pay any amounts due us. If you promptly cure the breach, we may, but are not obligated to, reactivate Services to you. If we choose to reactivate Services to you, we may impose a reactivation fee. You must pay all charges for Services provided before termination of a Number. If Services are terminated before the end of your current billing cycle, the Monthly Service Charge is not prorated to the date of termination.
16. Account Spending Limits. . We may decide to provide Services to you on a limited basis by which you will only be able to use the Services until you reach your account spending limit ("Account Spending Limit"). If we agree to provide Services to you on an Account Spending Limit basis, we will tell you your Account Spending Limit before we start Services for your Number, or as reasonably soon after the limit is imposed. If we require a deposit for you to establish or keep Services on an Account Spending Limit basis, we will hold the deposit as a partial guarantee of payment for Services. Charges for Services accrue against your Account Spending Limit as they are incurred. We may suspend Services to your Number without prior notice to you when your account balance reaches your Account Spending Limit. Services will be restored when you have paid any past due balance and pay a specified minimum amount to reduce your account balance below your Account Spending Limit. We may change this minimum amount or the Account Spending Limit at any time upon notice to you. You may pay any past due balance and the minimum amount by any method authorized by us. Call or email our Customer Care Center for information about authorized methods of making these payments. If we provide Services to you on an Account Spending Limit basis, Services and coverage may be limited in certain ways. We have the right to provide you Services even if the charges you incur exceed the Account Spending Limit. You must pay all charges for Services even if they exceed the amount of your Account Spending Limit. If we provide you Services after the charges incurred by you exceed the Account Spending Limit, we retain the right to suspend Services at any time during subsequent periods that the charges you incur exceed the Account Spending Limit.
17. Deposits. We may initially require a deposit from you in order to establish Services, or thereafter may require you to establish a deposit as a condition to the continued provision of Services by us. If we require a deposit, we will hold the deposit as a partial guarantee of payment for Services. We may change the deposit amount at any time to reflect revised estimated monthly charges based upon your usage and other fees and charges. A deposit may not be used to pay any invoice (unless it is used, at our option, to pay a final invoice) or delay payment. We will not pay any interest on the deposit unless required to do so by law. We may mix deposits with our other funds. If Services are terminated for any reason, we may, without notice to you, apply your deposit toward payment of outstanding charges and any excess deposit will be returned to you at your last known address within 75 days after termination of Services. If the U.S. Postal Service cannot deliver the deposit money to you and returns it to us, we will hold it for you for one year from the date of return and we may charge a monthly servicing fee against the deposit balance. Any money held during this one-year period will not accrue interest for your benefit. You will forfeit any portion of the money left after the one-year period.
18. Taxes and Regulatory Related Charges. We will invoice you for taxes, regulatory related obligations and other charges levied by federal, state or local authorities, or foreign governments on Services, or mandated to be paid in proportion to receipts from Services provided, (except for taxes based on our net income), if we pay these taxes or other regulatory related charges. Taxes, regulatory related charges and charges not directly paid by us are not invoiced to you, but payment to the taxing or levying authority of any applicable taxes, regulatory related charges and charges due from you are your responsibility. If you claim any tax exemption, you must provide us with a valid tax-exempt document. Any tax exemption applies only from the date we receive a valid tax-exempt document.
19. Interruption of Services. We may give credit for a continuous interruption of Services for more than 24 hours on a case-by-case basis. Interruptions caused by your negligent or willful actions, or by failure of equipment or service not provided by us, or by causes beyond our reasonable control, do not qualify for credit. We may provide you with an airtime credit of one minute for a call that is disconnected because of transmission limitations caused by conditions beyond our reasonable control and that you redial within one minute of disconnection. You must notify our Customer Call Center by phone or email within 24 hours of the disconnection to request credit.
20. Pay-Per-Call Services. We reserve the right to refuse the completion of calls from your Number to 900, 976 and similar numbers for pay-per-call services.
21. International Calling. You may be limited in the international destinations that you can call or receive calls with Services. You should see our Website, email or call our Customer Care Center for information about international destinations that cannot be called using the Services and for applicable Per Minute Charges for destinations that can be called using the Services.
22. Limitation of Liability. Except as otherwise
expressly provided in this section, our sole liability to you for any loss
or damage in connection with, or arising out of, providing or failing to
provide Services (including mistakes, omissions, interruptions, delays, errors,
or defects) does not exceed the prorated Monthly Service Charge to you during
the affected period. We are not liable for any direct, indirect, special,
consequential or other damages (even if we are expressly advised of the possibility
of such damages) arising out of or in connection with:
a. any act or omission of any telecommunications service or other service provider other than us;
b. any directory listing;
c. any dropped calls or data or packet loss that occurs during a call or the use of the Website;
d. any interruption of Services or access to the Website, including interruptions caused by equipment or facilities or shortages, transmission limitations or system capacity limitations;
e. any late or failed message delivery (including voice messages, faxes, emails and notifications thereof);
f. any interruption or failure of 911 or E911 emergency services or identification of the Number, address or name associated with any person accessing or attempting to access emergency services from any phone;
g. the installation or repair of any products or equipment by persons who are not our authorized employees or agents;
h. events due to factors beyond our reasonable control, including acts of God (including, without limitation, weather related phenomena, fire or earthquake), war, riot, domestic or international terrorism (whether actual or suspected) and without regard to geographic location or impact, strike, or any orders, directives or advisories of governmental authority;
i. any use of the Service not authorized by you or us;
j. any act or omission of any third party or independent contractor that offers products or services in conjunction with or through the Services; or
k. your negligent or intentional act or omission.
In no event shall we be liable to you or any third party in any respect for any costs or damages arising either directly or indirectly from the use of Services, Materials or use of the Website, including without limitation, any actual, incidental, consequential, exemplary, punitive, reliance or special damages, or for any loss of revenue, profits, use, data, goodwill or business opportunities of any kind or nature whatsoever, arising in any manner from any cause of action or claim relating to this Agreement, the Services, Materials or use of the Website provided by Parus Interactive . This limitation of liability applies equally to any third parties with whom Parus Interactive enters into a binding agreement to market or distribute any Services to end users and such third parties shall not be liable to you or any other third party for any damages set forth above. This section survives termination of this Agreement.
23. Warranty. THE SERVICES, MATERIALS AND USE OF THE WEBSITE IS PROVIDED "AS IS." PARUS INTERACTIVE MAKES NO WARRANTY TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS OR IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SERVICES, MATERIALS AND USE OF THE WEBSITE UNDER THIS AGREEMENT OR OTHERWISE. PARUS INTERACTIVE DOES NOT WARRANT THAT THE SERVICES, MATERIALS AND USE OF THE WEBSITE ARE COMPLETELY ERROR FREE OR WILL OPERATE WITHOUT PACKET LOSS OR INTERRUPTION, NOR DOES PARUS INTERACTIVE WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET. PARUS INTERACTIVE MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED AS TO THE QUALITY OF A CALL, OR AS TO ANY OTHER MATTER, ALL SUCH WARRANTIES HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES, MATERIALS AND USE OF THE WEBSITE. PARUS INTERACTIVE DOES NOT WARRANT THAT THE SERVICES, MATERIALS AND USE OF THE WEBSITE ARE FREE FROM ANY VIRUS, WORMS, TROJAN HORSES OR OTHER CODE THAT IS CONTAMINATING OR DESTRUCTIVE BY NATURE AND YOU ARE RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT AS WELL AS PROTECTION FROM SUCH VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY CONTAMINATE OR DESTROY YOUR SYSTEM OR DATA. WE DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTY OF ANY KIND ON OUR BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY BY ANY PERSON AS A WARRANTY BY PARUS INTERACTIVE. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.
24. Other Sites. Any links available on the Website that enable you to leave the Website are not under the control of Parus Interactive and Parus Interactive is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. It is up to you to take precautions to ensure that whatever you select for your use is free of viruses, worms, Trojan horses and other items of a destructive or contaminating nature. Additionally, other marks that appear on the Website may be marks of third parties that are not affiliated with Parus Interactive. Parus Interactive and its affiliates do not control the content of third party websites. In no event will Parus Interactive be liable to any party for any direct, indirect, special, consequential or other damages for any use of the Website, or on any other hyper linked website, including, without limitation, any lost profits, business interruption, loss of programs or other data on your information handling system or other wise, even if we are expressly advised of the possibility of such damages.
25. Indemnification. You agree to indemnify
and defend us, our affiliates, directors, officers, employees and agents
from and against any claim, action, damage, liability and expense arising
out of or in connection with:
a. your acts or omissions that occur in connection with your use of the Services;
b. any communications made or received by anyone using your Number and/or your Services; and
c. any violation by you of this Agreement.
This indemnification extends to and includes any attorneys’ or other professionals’ fees, costs or expenses incurred by us arising from any actions or claims to which this indemnification applies, or from contesting the applicability of this section. This section survives termination of this Agreement.
26. Arbitration. You agree to submit to binding arbitration any and all differences or disputes related to or arising out of this Agreement or the Services that may be brought by either you or us against the other. This arbitration will be conducted in accordance with the rules of the American Arbitration Association. Any arbitration shall be initiated in the Chicago office of the American Arbitration Association. Any award entered in any such arbitration shall be final and binding, and may be entered and enforced in any court of competent jurisdiction. Each party to the dispute will share equally the fees and expenses of the arbitrator and such arbitration. This section survives termination of this Agreement.
27. Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois without regard to conflicts of law principles. You agree, in any legal action or proceeding between you and Parus Interactive for any purpose concerning this Agreement, to submit to the exclusive jurisdiction of Illinois and you expressly waive all defenses to jurisdiction and agree to service of process upon your person anywhere in the world. Any cause of action or claim you may have with respect to the Service, Materials or the Website must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
28. Waiver of Class Actions. You agree that all claims between you and Parus Interactive related to this Agreement will be resolved individually through arbitration and that you will not consolidate or seek judicial treatment for any claim, unless previously agreed to in writing by both you and us. This waiver applies to this Agreement as amended or modified. This section survives termination of this Agreement.
29. Notices. You may obtain our current address
for written notice or change your current postal or email address for written
notice by emailing or calling our Customer Care Center. Written notice to
you will be sent to your last known address or email address in our invoicing
records. Written notice is deemed delivered 3 days after deposit in the U.S.
mail, postage prepaid, and properly addressed or upon the sending of an electronic
mail message to your email address then on file with us. Unless otherwise
required by this Agreement or Applicable Laws (as defined below),
a. you may notify us by emailing or calling our Customer Care Center; and
b. we may notify you by emailing you, be leaving you a message on the voicemail account, if any, associated with your Number, or by sending you a letter in the regular U.S. mail. Either you or we may change notice addresses by giving notice as provided in this section.
30. General. If either you or we do not enforce
any right or remedy available under this Agreement, that failure is not a
waiver of the right or remedy in any such case or for any other similar or
dissimilar breach or failure by the other party. Our waiver of any requirement
in any one instance is not a general waiver of that requirement and does
not amend this Agreement. Neither the course of conduct between you and us,
nor trade practice, will act to modify any provision of this Agreement. If
any part of this Agreement is held invalid or unenforceable, then such part
of this Agreement shall be interpreted consistent with Applicable Laws as
nearly as possible to reflect the original intentions of the parties and
the rest of this Agreement shall remain in full force and effect. Section
headings are for descriptive purposes only and should not be used to interpret
this Agreement. You may not assign this Agreement to any other person or
entity without our prior written approval. This Agreement (including any
links to our Website, referenced documents and attachments) makes up the
entire agreement between you and us and replaces all prior written or spoken
agreements, representations, promises or understandings between you and us.
The provisions of this Agreement that are contemplated to be enforceable
after the termination of this Agreement survive termination of this Agreement.
This Agreement is subject to any applicable federal or state laws (collectively,
"Applicable Laws"). If there is a conflict, Applicable Laws control over
the Service Plan and the Terms, and the Service Plan controls over the Terms.
Changes to Applicable Laws are effective as provided in the Applicable Laws.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND THAT, BY USING THE MATERIALS, WEBSITE OR ANY PARUS INTERACTIVE SERVICES, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS, REMEDIES AND LIABILITIES OF YOU AND PARUS INTERACTIVE.